CVC Group Files Schedule 13G/A Reporting 12.67M FIHL Shares

Rhea-AI Filing Summary

CVC Falcon Holdings Limited and CVC Capital Partners VI Limited reported beneficial ownership of 12,672,896 common shares of Fidelis Insurance Holdings Limited, representing 11.6% of the class as of June 30, 2025. The percentage is calculated using 109,117,916 shares outstanding disclosed in Fidelis' prospectus dated June 12, 2025. CVC Falcon is directly the holder of the shares and is wholly owned by funds managed by CVC Capital Partners VI Limited; that manager is governed by a four-member board whose majority approval is required for investment and voting decisions. The filing is a Schedule 13G amendment jointly filed under a previously executed joint filing agreement.

Positive

• Material ownership disclosed: Reporting Persons hold 12,672,896 shares (11.6%) of FIHL, a clearly material position.
• Transparent ownership chain: Filing explains that CVC Falcon is directly held by funds managed by CVC Capital Partners VI Limited and describes board approval requirements.

Negative

• None.

Insights

Securities Analyst

TL;DR: A material passive stake disclosed: 11.6% ownership by CVC group may attract investor attention but the filing asserts limited control.

The Schedule 13G/A documents a sizeable 11.6% position (12,672,896 shares) in Fidelis as of June 30, 2025, using the issuer's June 12, 2025 prospectus share count. The filing structure—joint Schedule 13G and an express disclaimer by the manager—signals a passive investment posture rather than an active control intent. For investors, the position size is material relative to public float and could influence trading liquidity and proxy dynamics, though no changes to governance or transactions are reported here.

Corporate Governance Expert

TL;DR: The disclosure clarifies ownership chain and decision-making authority without claiming beneficial ownership by the manager.

The report identifies CVC Falcon Holdings Limited as the direct holder and explains that CVC Capital Partners VI Limited manages the funds and may be deemed to beneficially own the shares, while explicitly disclaiming such ownership. It also states the manager's four-member board requires majority approval for investment and voting actions. This provides useful clarity on who holds voting/dispositive power and the internal approval threshold, but the filing contains no indication of coordinated governance action or changes to board composition.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/13/2025 - 04:30 PM Learn about SEC filing dates

FAQ

How many Fidelis (FIHL) shares did CVC report owning?

The filing reports ownership of 12,672,896 common shares.

What percentage of FIHL does the reported position represent?

The position represents 11.6% of the outstanding common shares based on the prospectus share count.

As of what date is the ownership reported?

Ownership is reported as of June 30, 2025.

What share count was used to calculate the percentage ownership?

The percentage was calculated using 109,117,916 shares outstanding disclosed in the prospectus filed on June 12, 2025.

Who filed the Schedule 13G/A for FIHL?

The statement was filed jointly by CVC Falcon Holdings Limited and CVC Capital Partners VI Limited under a joint filing agreement.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Fidelis Insurance Holdings Limited

(Name of Issuer)

Common Shares, par value $0.01 per share

(Title of Class of Securities)

G3398L118

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G3398L118

1

Names of Reporting Persons

CVC Falcon Holdings Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

JERSEY

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 12,672,896.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 12,672,896.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,672,896.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

11.6 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. G3398L118

1

Names of Reporting Persons

CVC Capital Partners VI Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

JERSEY

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 12,672,896.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 12,672,896.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,672,896.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

11.6 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Fidelis Insurance Holdings Limited
(b)	Address of issuer's principal executive offices: Wellesley House South, 90 Pitts Bay Road, Pembroke, Bermuda, HM08
Item 2.
(a)	Name of person filing: See Item 2(c) below.
(b)	Address or principal business office or, if none, residence: See Item 2(c) below.
(c)	Citizenship: Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of: (i) CVC Falcon Holdings Limited 27 Esplanade, St Helier Jersey JE1 1SG, Channel Islands Citizenship: Jersey (ii) CVC Capital Partners VI Limited 27 Esplanade, St Helier Jersey JE1 1SG, Channel Islands Citizenship: Jersey The Reporting Persons have previously entered into a Joint Filing Agreement pursuant to which the Reporting Persons agreed to file this statement on Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
(d)	Title of class of securities: Common Shares, par value $0.01 per share
(e)	CUSIP No.: G3398L118
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: As of June 30, 2025, CVC Falcon Holdings Limited directly held 12,672,896 Common Shares, par value $0.01 per share ("Common Stock") of Fidelis Insurance Holdings Limited (the "Issuer"). Calculations of the percentage of shares of Common Stock beneficially owned are based on 109,117,916 shares of Common Stock outstanding as of May 15, 2025, as disclosed in the Prospectus filed by the Issuer with the Securities and Exchange Commission on June 12, 2025. Each of the Reporting Persons may be deemed to be the beneficial owner of the Common Stock listed on such Reporting Person's cover page. CVC Falcon Holdings Limited is wholly owned by certain investment funds managed by CVC Capital Partners VI Limited. As a result, CVC Capital Partners VI Limited may be deemed to beneficially own the securities directly held by CVC Falcon Holdings Limited. CVC Capital Partners VI Limited is managed by a four member board of directors that exercises voting and investment authority with respect to the Common Stock. The approval of a majority of such directors is required to make any investment or voting decision with regard to the Common Stock. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that CVC Capital Partners VI Limited is the beneficial owner of Common Stock of the Issuer referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), or for any other purpose and CVC Capital Partners VI Limited expressly disclaims beneficial ownership of such shares of Common Stock.
(b)	Percent of class: As of June 30, 2025, each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of shares of Common Stock listed on such Reporting Person's cover page.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See each cover page hereof.
	(ii) Shared power to vote or to direct the vote: See each cover page hereof.
	(iii) Sole power to dispose or to direct the disposition of: See each cover page hereof.
	(iv) Shared power to dispose or to direct the disposition of: See each cover page hereof.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

CVC Falcon Holdings Limited

Signature:	/s/ Jean-Claude Bonfrer
Name/Title:	Jean-Claude Bonfrer, Director
Date:	08/13/2025

CVC Capital Partners VI Limited

Signature:	/s/ Carl Hansen
Name/Title:	Carl Hansen, Director
Date:	08/13/2025